Common use of Perfection of Security Interest Clause in Contracts

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) obtaining Lien Waiver Agreements, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may reasonably specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take (and shall cause each of its Subsidiaries to) take, or cause to be taken, any and all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. Agent is hereby authorized to file financing statements in accordance with the Uniform Commercial Code as adopted in the State of New York from time to time. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, financing continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth hereinherein and which may describe the Collateral as “all assets” or “all personal property”). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower’s Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary Execute and deliver to the Administrative Agent such agreements, assignments or desirableinstruments (including affidavits, or that notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, so as at all times appropriate or convenient (i) to maintain assure to the validityAdministrative Agent the effectiveness, perfection, enforceability perfection and priority of its security interests hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 6(c)(i) attached hereto or other form reasonably acceptable to the Administrative Agent, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 6(c)(ii) attached hereto or other form reasonably acceptable to the Administrative Agent and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(c)(iii) attached hereto or other form reasonably acceptable to the Administrative Agent, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor authorizes the Administrative Agent to file one or more financing statements (which, as to each Grantor other than Ryman Hospitality Properties, Inc., may describe the collateral as “all assets” or “all personal property”) disclosing the Administrative Agent’s security interest in and Lien on any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to enable any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to protectpreserve, exercise or protect and enforce its rights hereunder and in the Collateralsecurity interests of the Administrative Agent under the law of such other jurisdiction (and, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, endorsed or accompanied by such instruments of assignment as then the Administrative Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel papersuch requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, instruments, letters of credits and advices thereof and documents evidencing or forming a part such Grantor agrees to notify such agents in writing of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the holders of the Secured Obligations and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant subject to the Uniform Commercial Code in form Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and substance satisfactory records to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any reflect the security interest of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to Administrative Agent in the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandCollateral.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements[reserved], (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to AgentCollateral having a value excess of $1,000,000, and (viv) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentAgent in its Permitted Discretion, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, the PPSA or other Applicable LawLaw on Collateral; provided that no foreign-law governed security documents or perfection under foreign law shall be required (other than as set forth in, or required pursuant to, the Canadian Transaction Documents). By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code or the PPSA in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may reasonably incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account payable as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent provided for its benefit and for the ratable benefit of Lenders immediately upon demandin Section 2.23.

Perfection of Security Interest. Each Borrower shall take all action that Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may be from time to time deem necessary or desirable, or that Agent may request, so as at all times appropriate in order to perfect and maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien interests granted on the Collateral hereunder except with respect to perfection only, for Collateral that is subject to a Permitted Lien under subsections (xi) and (xii) of the definition of Permitted Lien in accordance with the UCC. Each Obligor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to enable assure to the Administrative Agent to protect, exercise or enforce its rights security interests hereunder and are perfected in accordance with the CollateralUCC, including, but not limited towithout limitation, (iA) immediately discharging any financing statement that describes the Collateral as “all Liens personal property” or “all assets” or in some other than Permitted Encumbrancesmanner as the Administrative Agent deems necessary or advisable, (iiB) obtaining Lien Waiver Agreementssuch financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (iiiC) delivering with regard to AgentInvestment Property, endorsed or accompanied by execute and cause any Securities Intermediary with respect to such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming Investment Property to execute a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, securities control agreements, instruments of pledge, mortgages, notices and assignments, in each case agreement in form and substance satisfactory to the Administrative Agent, relating (D) with regard to registered Material Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(f)(i) attached hereto, (E) with regard to Material Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(ii) attached hereto and (F) with regard to Material Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Obligor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Obligor’s attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any such notices or similar documents which in the Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder other than, with respect to perfection only, in Vehicles and Collateral that is subject to a Permitted Lien under subsections (xi) and (xii) of the definition of Permitted Lien, such power, being coupled with an interest, being and remaining irrevocable so long as the Credit Agreement is in effect or any amounts payable thereunder, under any other Credit Document, Secured Hedging Agreement or Secured Cash Management Agreement shall remain outstanding (other than contingent indemnity obligations which by the terms thereof are stated to survive termination of the Credit Documents, and until all of the Commitments thereunder shall have terminated. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the creationCollateral of any Obligor or any part thereof, validityor to any of the Secured Obligations, perfectionsuch Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, maintenance or continuation protect and enforce the security interests of Agent’s security interest the Administrative Agent under the law of such other jurisdiction other than, with respect to perfection only, in Vehicles and Collateral that is subject to a Permitted Lien under subsections (xi) and (xii) of the Uniform Commercial Code or other Applicable Law. By its signature heretodefinition of Permitted Lien (and, each Borrower hereby authorizes if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent to file against may execute any and all such Borrower, one or more financing, continuation or amendment statements requested documents on behalf of such Obligor pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth hereinattorney granted hereinabove). All charges, expenses Each Obligor agrees to xxxx its books and fees Agent may incur in doing any records to reflect the security interest of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to Administrative Agent in the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.Collateral;

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, Cape Town Convention or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens on the Collateral other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements[Reserved], (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may reasonably specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Note Party shall take all action that may be necessary or desirableis reasonably necessary, or that Agent or the Required Purchasers may reasonably request, so as to maintain at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining using commercially reasonable efforts to obtain Lien Waiver AgreementsAgreements upon the reasonable request of Agent or the Required Purchasers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent or the Required Purchasers may specify, and stamping or marking, in such manner as Agent or the Required Purchasers may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the CollateralCollateral with a value exceeding $500,000, (iv) entering using commercially reasonable efforts to enter into warehousing, lockbox warehousing and other custodial arrangements reasonably satisfactory to AgentAgent and the Required Purchasers upon the reasonable request of Agent or the Required Purchasers, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to AgentAgent and the Required Purchasers, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Note Party hereby authorizes Agent to file against such BorrowerNote Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent the Required Purchasers (which statements may have a description of collateral which is broader than that set forth herein). Each Note Party authorizes Agent at any time and from time to time to file, one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that describe the Collateral as “all assets” or “all personal property” (or words of similar effect) or that describe or identify the Collateral by type or in any other manner as the Required Purchasers may agree). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take Execute and deliver to the Administrative Agent such agreements, assignments or instruments and do all action that may be necessary or desirable, or that such other things as the Administrative Agent may requestreasonably deem necessary, so as at all times appropriate or convenient (i) to maintain assure to the validityAdministrative Agent the effectiveness, perfection, enforceability perfection and priority of its security interests in the Collateral hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 8(d)(i)(B) attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 8(d)(i)(C) attached hereto and (D) with regard to Trademarks registered with the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 8(d)(i)(D) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor authorizes the Administrative Agent to file one or more financing statements (with collateral descriptions broader, including without limitation “all assets” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s security interest in and Lien on any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to enable any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to protectpreserve, exercise or protect and enforce its rights hereunder and in the Collateralsecurity interests of the Administrative Agent under the law of such other jurisdiction (and, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, endorsed or accompanied by such instruments of assignment as then the Administrative Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel papersuch requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, instruments, letters of credits and advices thereof and documents evidencing or forming a part such Grantor agrees to notify such agents in writing of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Administrative Agent’s security interest and Lien under therein and, upon the Uniform Commercial Code or other Applicable Law. By its signature heretoAdministrative Agent’s request, each Borrower hereby authorizes Agent instruct them to file against hold all such BorrowerCollateral for the account of the Secured Parties, one or more financing, continuation or amendment statements pursuant subject to the Uniform Commercial Code in form Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and substance satisfactory records to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any reflect the security interest of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to Administrative Agent in the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandCollateral.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. Agent is hereby authorized to file financing statements without the signature of any Borrower in accordance with the Uniform Commercial Code as adopted in the State of Ohio from time to time. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or or, in Agent’s reasonable judgment, desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may reasonably or necessarily incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower’s Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Debtor shall take all action that may be necessary execute and deliver to the Administrative Agent such agreements, assignments or desirableinstruments (including affidavits, or that notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request, so ) and do all such other things as at all times the Administrative Agent may reasonably deem necessary (i) to maintain assure to the validity, perfection, enforceability Administrative Agent the effectiveness and priority of its security interests hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 4.3(a) attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 4.3(b) attached hereto and (D) with regard to Trademarks registered with the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 4.3(c) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Debtor authorizes the Administrative Agent to file one or more financing statements (with collateral descriptions broader, including without limitation “all assets” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s security interest in and Lien on any or all of the Collateral of such Debtor without such Debtor’s signature thereon, and further each Debtor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Debtor’s attorney-in-fact with full power and for the limited purpose to sign and/or file in the name of such Debtor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Debtor hereby agrees that a photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Debtor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the Law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Debtor or any part thereof, or to enable any of the Secured Obligations, such Debtor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary to protectpreserve, exercise or protect and enforce its rights the security interests of the Administrative Agent granted hereunder and in under the CollateralLaw of such other jurisdiction (and, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering if a Debtor shall fail to do so promptly upon the request of the Administrative Agent, endorsed or accompanied by such instruments of assignment as then the Administrative Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel papersuch requested documents on behalf of such Debtor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Debtor’s agents and the Administrative Agent so requests, instruments, letters of credits and advices thereof and documents evidencing or forming a part such Debtor agrees to notify such agents in writing of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Administrative Agent’s security interest therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the account of the Secured Parties and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant subject to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Administrative Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandinstructions.

Perfection of Security Interest. Each Borrower Credit Party shall take all action that may be reasonably necessary or desirable, or that Agent may reasonably request, so as in order to maintain at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent and Lenders to protect, exercise or enforce its their rights hereunder and in the Collateral, including, but not limited to, including (i) immediately discharging all Liens other than Permitted EncumbrancesLiens, (ii) obtaining Lien Waiver AgreementsCollateral Access Agreements in accordance with Section 8.16, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, and (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and and/or delivering financing statements, control agreements, instruments of pledge, mortgages, notices notices, assignments and assignmentsother documents, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Each Credit Party hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements or any similar document in any applicable jurisdictions and with any filing offices as Agent may determine are necessary or advisable to file against such Borrower, one or more financing, continuation or amendment statements pursuant to perfect the Uniform Commercial Code in form and substance satisfactory security interest granted to Agent (which for its benefit and the benefit of each Lender herein. Such financing statements may have describe the Collateral in the same manner as described herein or may contain an indication or a description of collateral which that describes such property in any other manner as Agent may determine is broader than that set forth necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Agent for its benefit and the benefit of each Lender herein). , including describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired.” All actual, out-of-pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by each Credit Party to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to the signed by Agent instead of Borrower in accordance with Section 9-402(2) of Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein)New York. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately immediately, and in any event, within ten (10) days, discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver AgreementsWaiver/Inventory Acknowledgments, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority (subject to the terms of the Intercreditor Agreement) of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) subject to Section 7.20, obtaining Lien Waiver Agreements, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to Agent, and (ve) executing and delivering financing statements, control agreementsagreements (other than with respect to Excluded Deposit Accounts), instruments of pledge, mortgagesmortgages (with respect to Material Owned Real Property only), notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, PPSA or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code or PPSA, as applicable, in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by the Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party (other than a UK Loan Party) shall take all action that may be necessary or desirablenecessary, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (b) using commercially reasonable efforts to obtain Lien Waiver Agreements (i) from the owner or lessor of the chief executive office of Quantum and (ii) obtaining Lien Waiver Agreementsfrom the owners or lessors of all of the other premises leased by Quantum listed on Schedule 4.4 hereto and all of the warehouses and other locations used by Quantum listed on Schedule 4.4 hereto in which Equipment and Inventory having a value in excess of $1,000,000 is located, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as are necessary or as Agent may specify, and stamping or marking, in such manner as necessary or as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering using commercially reasonable efforts to enter into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to Agent, and (ve) executing and delivering financing statements, control Control Agreements, intellectual property security agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party (other than a UK Loan Party) hereby authorizes Agent (without obligation) to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). All documented out-of-pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by the Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon not later than ten (10) Business Days after written demand.

Perfection of Security Interest. Each Borrower shall take all action Except as set forth in Section 3(e) and except to the extent that security interests may be inconsistent with or prohibited by governmental permits and except to the extent a security interest can not be granted and perfected under applicable law, each such Credit Party represents that this Agreement creates a valid security interest in the Collateral (subject only to Permitted Liens) securing payment and performance of the Secured Obligations and that all filings and other action reasonably necessary to perfect such security interest have been taken or desirableshall be promptly taken upon the reasonable request of the Collateral Agent. Each such Credit Party agrees to execute and deliver to the Collateral Agent such further agreements and assignments or other instruments (including affidavits, or that notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and to do all such other things as the Collateral Agent may reasonably deem necessary (i) to assure to the Collateral Agent its security interest hereunder, so including (A) such financing statements (including renewal statements), statements or amendments thereof or supplements thereto or other instruments as at all times the Collateral Agent may from time to time reasonably request in order to maintain the validity, perfection, enforceability and priority of Agent’s security interest granted hereunder in and Lien on accordance with the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and Uniform Commercial Code as enacted in the CollateralState of New York, includingor other such jurisdiction as may be applicable, but not limited toand any successor statute(s) thereto (the "Code"), (iB) immediately discharging all Liens other than Permitted Encumbranceswith regard to Copyrights, a Notice of Grant of Security Interest in Copyrights in the form of Schedule 3(g)(i), (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 3(g)(ii) attached hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 3(g)(iii) attached hereto, (ii) obtaining Lien Waiver Agreements, to consummate the transactions contemplated hereby and (iii) delivering to otherwise protect and assure the Collateral Agent and the Banks of their rights and interests hereunder. To that end, each such Credit Party agrees that (i) in the event any Credit Party shall refuse to provide additional financing statements upon the reasonable request of the Collateral Agent, endorsed or accompanied shall fail to respond promptly to any such request, and (ii) at any time after the occurrence and during the continuance of an Event of Default, the Collateral Agent may file one or more financing statements disclosing its security interest in any or all of the Collateral without such Credit Party's signature thereon, and further such Credit Party also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other person whom the Collateral Agent may designate, as such Credit Party's attorney in fact with full power to sign in the name of such Credit Party any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Collateral Agent's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as any of the Secured Obligations remain outstanding. Each such Credit Party hereby agrees that a carbon, photographic or other reproduction of this Agreement or any such financing statement is sufficient for filing as a financing statement by the Collateral Agent without notice thereof to such Credit Party wherever the Collateral Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral or any part thereof, or to any of the Secured Obligations, each such Credit Party agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent reasonably deems necessary or appropriate to preserve, protect and enforce the security interest of assignment as the Collateral Agent under the law of such other jurisdiction (and, if any such Credit Party shall fail to do promptly upon the request of the Collateral Agent, then the Collateral Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel paper, instruments, letters such requested documents on behalf of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements Credit Party pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth hereinattorney granted hereinabove). All charges, expenses and fees Agent may incur If any Collateral is in doing the possession or control of any of such Credit Party's agents and the foregoingCollateral Agent reasonably requests, the Credit Party agrees to notify such agents in writing of the Collateral Agent's security interest therein and, at any time after the occurrence, and any local taxes relating theretoduring the continuance, shall be charged of an Event of Default, upon the Collateral Agent's request, instruct them to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan hold all such Collateral for the Collateral Agent's account and added subject to the ObligationsCollateral Agent's instructions. Each such Credit Party agrees, orupon the reasonable request of the Collateral Agent, at Agent’s option, shall be paid to xxxx its books and records to reflect the security interest of the Collateral Agent for its benefit and for in the ratable benefit of Lenders immediately upon demandCollateral.

Perfection of Security Interest. Each Borrower shall take Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all action that such other things as the Administrative Agent may be reasonably deem necessary or desirableappropriate (i) to assure to the Administrative Agent its security interests hereunder, including such financing statements (including renewal statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and reasonably assure the Administrative Agent of its rights and interests hereunder. Each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may in its reasonable discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or that to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of the Administrative Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may requestexecute any and all such requested documents on behalf of such Obligor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of an Obligor’s agents and the Administrative Agent so requests, so as at all times such Obligor agrees to maintain notify such agents in writing of the validity, perfection, enforceability and priority of Administrative Agent’s security interest in therein and, upon the Administrative Agent’s request, instruct them to hold all such Collateral for the Lenders’ account and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating subject to the creation, validity, perfection, maintenance or continuation of Administrative Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandinstructions.

Perfection of Security Interest. Each Borrower Loan Party (other than a UK Loan Party) shall take all action that may be necessary or desirablenecessary, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (b) using commercially reasonable efforts to obtain Lien Waiver Agreements (i) from the owner or lessor of the chief executive office of Quantum and (ii) obtaining Lien Waiver Agreementsfrom the owners or lessors of all of the other premises leased by Quantum listed on Schedule 4.4 hereto and all of the warehouses and other locations used by Quantum listed on Schedule 4.4 hereto in which Equipment and Inventory having a value in excess of $1,000,000 is located, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as are necessary or as Agent may specify, and stamping or marking, in such manner as are necessary or as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering using commercially reasonable efforts to enter into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to AgentAgent and the Required Lenders, and (ve) executing and delivering financing statements, control Control Agreements, intellectual property security agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to AgentAgent and the Required Lenders, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party (other than a UK Loan Party) hereby authorizes Agent (without obligation) and the Lenders to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent the Required Lenders (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). All documented charges, expenses and fees Agent or the Lenders may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance at the sole expense of a Domestic Rate Loan the Borrowers and added to payable by the Obligations, or, at Agent’s option, shall be paid Borrowers to Agent for its benefit and for or Lenders, as the ratable benefit of Lenders immediately upon case may be, not later than ten (10) Business Days after written demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately immediately, and in any event, within ten (10) days, discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary Execute and deliver to the Collateral Agent such agreements, assignments or desirableinstruments (including affidavits, or that notices, reaffirmations and amendments and restatements of existing documents, as the Collateral Agent may reasonably request) and do all such other things as the Collateral Agent may reasonably deem necessary, so as at all times appropriate or convenient (i) to maintain assure to the validity, perfection, enforceability Collateral Agent the effectiveness and priority of its security interests hereunder, including (A) filing or authorizing the Collateral Agent to file such financing statements (including renewal statements), amendments and supplements or such other instruments as the Collateral Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to material Copyrights, executing and delivering a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(b)-1 attached hereto, (C) with regard to material Patents, executing and delivering a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(b)-2 attached hereto and (D) with regard to material Trademarks, executing and delivering a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(b)-3 attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Collateral Agent of its rights and interests hereunder. To that end, each Grantor authorizes the Collateral Agent to file one or more financing statements (which may describe the collateral as “all assets” or “all personal property”) disclosing the Collateral Agent’s security interest in and Lien on any or all of the Collateral of such Grantor without such Grantor’s signature thereon, and further each Grantor also hereby irrevocably makes, constitutes and appoints the Collateral Agent, its nominee or any other Person whom the Collateral Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Collateral Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. In the event for any reason the Law of any U.S. jurisdiction other than the State of New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to enable any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Collateral Agent in its sole discretion reasonably deems necessary, appropriate or convenient to protectpreserve, exercise or protect and enforce its rights hereunder and in the Collateralsecurity interests of the Collateral Agent under the Law of such other U.S. jurisdiction (and, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering if a Grantor shall fail to do so promptly upon the request of the Collateral Agent, endorsed or accompanied by such instruments of assignment as then the Collateral Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel paper, instruments, letters such requested documents on behalf of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements Grantor pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth hereinattorney granted hereinabove). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, : (i) immediately discharging all Liens other than Permitted Encumbrances, ; (ii) obtaining Lien Waiver Agreements, ; (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, ; (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, ; and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein)Agent. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that Obligor hereby authorizes the Administrative Agent to prepare and file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may be from time to time deem necessary or desirable, or that Agent may request, so as at all times appropriate in order to perfect and maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien interests granted on the Collateral hereunder except with respect to perfection only, for Collateral that is subject to a Permitted Lien under subsections (xi) and (xii) of the definition of Permitted Lien in accordance with the UCC. Each Obligor shall also execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or appropriate (i) to enable assure to the Administrative Agent to protect, exercise or enforce its rights security interests hereunder and are perfected in accordance with the CollateralUCC, including, but not limited towithout limitation, (iA) immediately discharging any financing statement that describes the Collateral as “all Liens personal property” or “all assets” or in some other than Permitted Encumbrancesmanner as the Administrative Agent deems necessary or advisable, (iiB) obtaining Lien Waiver Agreementssuch financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (iiiC) delivering with regard to AgentInvestment Property, endorsed or accompanied by execute and cause any Securities Intermediary with respect to such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming Investment Property to execute a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, securities control agreements, instruments of pledge, mortgages, notices and assignments, in each case agreement in form and substance satisfactory to the Administrative Agent, relating (D) with regard to registered Material Copyrights, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Schedule 5(f)(i) attached hereto, (E) with regard to Material Patents, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(ii) attached hereto and (F) with regard to Material Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Obligor hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other person whom the Administrative Agent may designate, as such Obligor’s attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any such notices or similar documents which in the Administrative Agent’s reasonable discretion would be necessary or appropriate in order to perfect and maintain perfection of the security interests granted hereunder other than, with respect to perfection only, in Vehicles and Collateral that is subject to a Permitted Lien under subsections (xi) and (xii) of the definition of Permitted Lien, such power, being coupled with an interest, being and remaining irrevocable so long as the Credit Agreement is in effect or any amounts payable thereunder, under any other Credit Document or any Secured Hedging Agreement shall remain outstanding (other than contingent indemnity obligations which by the terms thereof are stated to survive termination of the Credit Documents, and until all of the Commitments thereunder shall have terminated. In the event for any reason the law of any jurisdiction other than North Carolina becomes or is applicable to the creationCollateral of any Obligor or any part thereof, validityor to any of the Secured Obligations, perfectionsuch Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent reasonably deems necessary or appropriate to preserve, maintenance or continuation protect and enforce the security interests of Agent’s security interest the Administrative Agent under the law of such other jurisdiction other than, with respect to perfection only, in Vehicles and Collateral that is subject to a Permitted Lien under subsections (xi) and (xii) of the Uniform Commercial Code or other Applicable Law. By its signature heretodefinition of Permitted Lien (and, each Borrower hereby authorizes if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent to file against may execute any and all such Borrower, one or more financing, continuation or amendment statements requested documents on behalf of such Obligor pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth hereinattorney granted hereinabove). All charges, expenses Each Obligor agrees to xxxx its books and fees Agent may incur in doing any records to reflect the security interest of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to Administrative Agent in the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandCollateral.

Perfection of Security Interest. Each Borrower and each of its Subsidiaries shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) obtaining Lien Waiver Agreementslandlords’, warehouseman’s or mortgagees’ lien waivers, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specifyreasonably request, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. Agent is hereby authorized to file financing statements in accordance with the Uniform Commercial Code as adopted in the Commonwealth of Massachusetts from time to time to the extent consistent herewith. By its signature their signatures hereto, Borrower and each Borrower of its Subsidiaries hereby authorizes Agent to file against Borrower or such BorrowerSubsidiary, one or more financing, financing continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein)) to the extent consistent herewith. All reasonable charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower’s Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien in the Collateral (including in respect of all Collateral acquired by any Borrower after the Closing Date) under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take Loan Party authorizes Agent to file at any time financing statements, continuation statements, and amendments thereto that (i) describe the Collateral as all action that assets of such Loan Party of the kind pledged hereunder, and (ii) contain any other information required by the Code for the sufficiency of filing office acceptance of any financing statement, continuation statement, or amendment, including whether such Loan Party is an organization, the type of organization and any organizational identification number issued to such Loan Party, if applicable. Any such financing statements may be necessary filed by Agent at any time in any jurisdiction whether or desirablenot Revised Article 9 of the Code is then in effect in that jurisdiction. Each Loan Party shall from time to time endorse and deliver to Agent, or at the request of Agent, all Negotiable Collateral and other documents that Agent may reasonably request, so as at all times in form reasonably satisfactory to maintain the validityAgent, perfection, enforceability to perfect and priority continue perfection of Agent’s security interests (for the benefit of the Lenders) in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents. The Loan Parties shall have possession of the Collateral, except where expressly otherwise provided in this Agreement or where Agent chooses to perfect its security interest by possession in addition to the filing of a financing statement. Where Collateral with a value in excess of [**] Dollars ($[**]) is in possession of a third party or bailee, the applicable Loan Party shall take such steps as Agent reasonably requests for Agent to obtain an acknowledgment, in form and substance reasonably satisfactory to Agent, of the bailee that the bailee holds such Collateral for the benefit of Agent. Where Collateral with a value in excess of [**] Dollars ($[**]) is located at a property which is not owned by a Loan Party, the applicable Loan Party shall take such steps as Agent reasonably requests for Agent to obtain an agreement, in form and substance reasonably satisfactory to Agent, from the owner and/or mortgagee of such property that it agrees to, among other things, waive or subordinate any Lien it may have on the Collateral, and agrees to permit the Agent to enter upon the premises and remove the Collateral or to enable Agent use the premises to protect, exercise store or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part dispose of the Collateral. The applicable Loan Party shall cause Agent obtain “control” of any Collateral consisting of investment property, securities accounts or deposit accounts (ivother than Excluded Accounts) entering into warehousing, lockbox (as such items and other custodial arrangements satisfactory the term “control” are defined in Revised Article 9 of the Code) by causing the securities intermediary or depositary institution or issuing bank to Agent, and (v) executing and delivering financing statements, execute a control agreements, instruments of pledge, mortgages, notices and assignments, in each case agreement in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Domestic Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, Cape Town Convention or other Applicable Law. By its signature hereto, each Borrower Domestic Loan Party hereby authorizes Agent to file against such BorrowerDomestic Loan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Domestic Loan Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Borrowers shall take all action that may be necessary or desirable, or that Agent Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s Lender's security interest in and Lien on the Collateral or to enable Agent Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords', warehouse operators', bailees' or mortgagees' lien waivers and related agreements, (iii) delivering to AgentLender, endorsed or accompanied by such instruments of assignment as Agent Lender may specify, and stamping or marking, in such manner as Agent Lender may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to AgentLender, and (v) executing (as appropriate) and delivering authorizations for the recording of financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating to the creation, validity, perfection, maintenance or continuation of Agent’s Lender's security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature heretoapplicable law; (vi) obtaining acknowledgments, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent Lender, from any bailee having possession of any Collateral at any time, stating that the bailee holds such Collateral on behalf of Lender, (which statements may have a description vii) obtaining "control" of collateral which is broader than that any investment property, deposit account, letter-of-credit right or electronic chattel paper (the term "control" as used in respect of the foregoing types of Collateral having the meaning set forth hereinin Articles 8 and 9 of the UCC), with any agreements establishing such "control" to be in form and substance satisfactory to Lender, and (viii) if a Borrower at any time has or acquires a commercial tort claim, such Borrower shall promptly notify Lender thereof, in writing, and grant a specific collateral assignment of such claim to Lender as additional Collateral. Without limiting the generality of the foregoing, in the specific case of in-transit Inventory, unless and except to the extent otherwise required or approved by Lender from time to time, each Borrower shall (i) deliver (or cause to be delivered) to Lender copies of all invoices, manifests and documents of title pertaining to such Inventory promptly upon such Borrower's receipt thereof, but in any event not later than five (5) Business Days after receipt, (ii) cause all such documents of title to be issued in the Lender's name, or to its order (or, if negotiable in form, Borrower may, instead, cause such documents of title to be endorsed to Lender, or in "blank"); (iii) provide Lender with evidence of appropriate marine or like insurance in respect of the transit of such Inventory to Borrower, and (iv) as necessary, provide Lender with access custodianship and similar agreements of Lender's selection from warehouse operators, consolidators, customs house operators, custom brokers and other third parties to facilitate Lender's control over, access to and/or repossession of, such in-transit Inventory, including, without limitation, as and where requested by Lender, a customs agent agreement. Lender is hereby authorized to file financing statements in accordance with the applicable provisions of the UCC, at any time or from time to time hereafter, in any jurisdiction; and Borrowers hereby ratify, approve and affirm the filing of any such financing statements heretofore filed by Lender in respect of any Borrower (including any predecessor-in-interest thereof). All charges, expenses and fees Agent Lender may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s Lender's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders Lender immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that the Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of the Agent’s security interest in and Lien on the Collateral or to enable the Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, including (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) obtaining Lien Waiver Agreementsusing commercially reasonable efforts to obtain such Waivers as the Agent may request, (iiic) delivering to the Agent, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, vehicle titles, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering into warehousing, lockbox and other custodial arrangements satisfactory to the Agent, and (ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to the Agent, relating to the creation, validity, perfection, maintenance or continuation of the Agent’s security interest and Lien in Collateral under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Loan Party hereby authorizes the Agent to file against such BorrowerLoan Party, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code to perfect Liens securing Obligations arising hereunder in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein)the Agent. All charges, expenses and fees the Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ the Loan Account as a Revolving Advance of Loan that is a Domestic Base Rate Loan and added to the Obligations, or, at the Agent’s option, shall be paid to the Agent for its benefit and for the ratable benefit of Lenders immediately upon promptly, but in no event later than three days, after demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower’s Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. (a) Each Borrower Credit Party shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, : (i) immediately promptly discharging all Liens other than Permitted Encumbrances, ; (ii) obtaining using commercially reasonable efforts to obtain Lien Waiver Agreements, ; (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, except, so long as no Default or Event of Default has occurred and is continuing, for such chattel paper, instruments, letters of credit and related documents having an aggregate value for all such items of less than $250,000; (iv) entering into warehousing, lockbox and other custodial arrangements pursuant to this Agreement in form and substance reasonably satisfactory to Agent, ; and (v) executing and delivering financing statements, control agreementsagreements (to the extent required hereunder), instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Credit Party hereby authorizes Agent to file against such BorrowerCredit Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which that is broader than that set forth herein, including a description of “all assets” or words of similar import). All reasonable and documented out of pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders Secured Parties immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted EncumbrancesLiens, (ii) obtaining Lien Waiver Agreements, with respect to the chief executive office of each of the Borrowers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable LawLaw (subject to any limitations expressly stated herein or in any Other Document). By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code Code, as applicable, in form and substance satisfactory to Agent (which statements may shall have a description of collateral which is broader than that set forth hereinas “all assets”). All reasonable out-of-pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to the applicable sub-account of the Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan Loan, and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirablenecessary, or that Agent may request, so as to maintain at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining using commercially reasonable efforts to obtain Lien Waiver AgreementsAgreements upon the reasonable request of Agent (providing that nothing in this clause (ii) shall limit the provisions of clause (f) of the definition of Eligible Inventory), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the CollateralCollateral with a value exceeding $500,000, (iv) entering using commercially reasonable efforts to enter into warehousing, lockbox warehousing and other custodial arrangements satisfactory to AgentAgent upon the reasonable request of Agent (providing that nothing in this clause (iv) shall limit the provisions of clause (f) of the definition of Eligible Inventory), and (v) subject to the Intercreditor Agreement, executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). Each Loan Party authorizes Agent at any time and from time to time to file, one or more financing or continuation statements and amendments thereto, relating to the Collateral (including, without limitation, any such financing statements that describe the Collateral by type or in any other manner as Agent may reasonably determine. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all ------------------------------- action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest for the ratable benefit of the Lenders in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, to (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agentthe Required Lenders, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien for the ratable benefit of the Lenders under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to covering the Collateral signed by Agent instead of Borrower in accordance with Section 9-402(2) of the Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein)New York. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account Borrower's account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at the Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of the Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver AgreementsCollateral Access Agreements for Access Agreement Locations or locations not owned by a Borrower at which material Inventory is located after the Closing Date, including Inventory which is in the possession, custody or control of a third-party, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, PPSA, or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code and the PPSA in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader all assets of the Borrowers and Guarantors, other than that set forth hereinExcluded Property). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall may be immediately charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon within five (5) days after demand. Each such charge to Borrowers’ Account or demand shall be accompanied by a reasonable description of such charge to Borrowing Agent.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary Execute and deliver to the Administrative Agent such agreements, assignments or desirableinstruments (including affidavits, or that notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary, so as at all times appropriate or convenient (i) to maintain assure to the validityAdministrative Agent the effectiveness, perfection, enforceability perfection and priority of its security interests hereunder, including (A) such instruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (B) with regard to Copyrights registered in the United States, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit 5(d)(i) attached hereto, (C) with regard to Patents registered in the United States, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit 5(d)(ii) attached hereto and (D) with regard to Trademarks registered with the United States Patent and Trademark Office and all applications for Trademarks filed with the United States Patent and Trademark Office, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit 5(d)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Grantor authorizes the Administrative Agent to file one or more financing statements (with collateral descriptions broader, including without limitation “all assets” and/or “all personal property” collateral descriptions, and/or less specific than the description of the Collateral contained herein) disclosing the Administrative Agent’s security interest in and Lien on any or all of the Collateral of such Grantor without such Grantor’s signature thereon (provided that no such description shall be deemed to modify the description of Collateral in Section 2), and further each Grantor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee or any other Person whom the Administrative Agent may designate, as such Grantor’s attorney-in-fact with full power and for the limited purpose to sign in the name of such Grantor any such financing statements (including renewal statements), amendments and supplements, notices or any similar documents that in the Administrative Agent’s sole discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Secured Obligations remain unpaid and until the commitments relating thereto shall have been terminated. Each Grantor hereby agrees that a carbon, photographic or other reproduction of this Domestic Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Grantor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Grantor or any part thereof, or to enable any of the Secured Obligations, such Grantor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary, appropriate or convenient to protectpreserve, exercise or protect and enforce its rights hereunder and in the Collateralsecurity interests of the Administrative Agent under the law of such other jurisdiction (and, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering if a Grantor shall fail to do so promptly upon the request of the Administrative Agent, endorsed or accompanied by such instruments of assignment as then the Administrative Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel papersuch requested documents on behalf of such Grantor pursuant to the power of attorney granted hereinabove). If any Collateral is in the possession or control of a Grantor’s agents and the Administrative Agent so requests, instruments, letters of credits and advices thereof and documents evidencing or forming a part such Grantor agrees to notify such agents in writing of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Administrative Agent’s security interest and Lien under therein and, upon the Uniform Commercial Code or other Applicable Law. By its signature heretoAdministrative Agent’s request, each Borrower hereby authorizes Agent instruct them to file against hold all such BorrowerCollateral for the account of the holders of the Secured Obligations, one or more financing, continuation or amendment statements pursuant subject to the Uniform Commercial Code in form Administrative Agent’s instructions. Each Grantor agrees to xxxx its books and substance satisfactory records to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any reflect the security interest of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to Administrative Agent in the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandCollateral.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that any Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Administrative Agent’s security interest in and Lien on the Collateral or to enable Administrative Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Administrative Agent, endorsed or accompanied by such instruments of assignment as Administrative Agent may specify, and stamping or marking, in such manner as Administrative Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements satisfactory to Administrative Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Administrative Agent, relating to the creation, validity, perfection, maintenance or continuation of Administrative Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Administrative Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Administrative Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). All charges, expenses and fees Administrative Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Administrative Agent’s option, shall be paid by Loan Parties to Administrative Agent for its benefit and for the ratable benefit of Lenders immediately upon demand. Prior to a Qualified IPO, each Loan Party shall cause its Parent to pledge 100% of the issued and outstanding Equity Interests of such Loan Party, including ASV, which pledge shall at all times constitute a first priority, perfected Lien pursuant to the terms and conditions of this Agreement and the Other Documents or other security documents as any Agent shall reasonably request.

Perfection of Security Interest. Each Borrower shall, and shall cause each Borrowing Base Party to, take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately promptly discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents in excess of $100,000 evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case subject to customary provisos and exceptions and in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, the PPSA or other Applicable Law. By its signature hereto, each Borrower hereby authorizes authorizes, and shall cause each Borrowing Base Party to authorize, Agent to file against Borrower and such BorrowerBorrowing Base Parties, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code Code, the PPSA or other Applicable Law in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including “all assets,” “all property” or similar phrases). All charges, costs and expenses and fees as provided for in Section 15.9 hereof that Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower’s Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately promptly upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirablenecessary, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining using commercially reasonable efforts to obtain Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering using commercially reasonable efforts to enter into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and delivering financing statements, control agreementsControl Agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). All documented charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance at the sole expense of a Domestic Rate Loan the Borrowers and added to payable by the Obligations, or, at Agent’s option, shall be paid Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon not later than ten (10) Business Days after written demand.

Perfection of Security Interest. Each Borrower U.S. Loan Party shall take all action that may be necessary or desirable, or that Agent Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of AgentLender’s security interest in and Lien on the Collateral or to enable Agent Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately promptly discharging all Liens other than Permitted EncumbrancesLiens, (ii) obtaining Lien Waiver Agreementslien waiver agreements, (iii) delivering to AgentLender, endorsed or accompanied by such instruments of assignment as Agent Lender may specify, and stamping or marking, in such manner as Agent Lender may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, and (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating to the creation, validity, perfection, maintenance or continuation of AgentLender’s security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower U.S. Loan Party hereby authorizes Agent Lender to file against such BorrowerU.S. Loan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent Lender (which statements may have a description of collateral Collateral which is broader than that set forth herein). All charges, expenses and fees Agent Lender may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged paid to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and Lender promptly upon demand or, at Lender’s option, added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Subject to the limitations set forth herein and in the other Loan Documents, each Loan Party shall take all action that may be necessary or desirable, or that Agent (acting at the direction of the Required Lenders) may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral to the extent such perfection and priority are contemplated herein or under any other Loan Document, or to enable Agent to protect, exercise or enforce its rights hereunder hereunder, under the Code, and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering Account Control Agreements, financing statements, control agreements, instruments of pledge, mortgagesproxies, notices powers of attorneys, amendments to organizational documents, and assignmentsother documents as Agent (acting at the direction of the Required Lenders) may reasonably request, in each case in form and substance satisfactory to Agent, relating to Agent (acting at the creation, validity, perfection, maintenance or continuation direction of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable LawRequired Lenders). By its signature hereto, each Borrower Loan Party hereby irrevocably authorizes Agent (without obligation) to file against such BorrowerLoan Party, one or more financingfinancing statements, continuation statements or amendment amendments to financing and/or continuation statements, or any similar document in any jurisdictions and with any filing offices as the Required Lenders may determine, in their reasonable discretion, are necessary or advisable to perfect or otherwise protect the security interest granted to Agent herein and hereby specifically ratifies all such actions previously taken by Agent or the Lenders. Such financing statements pursuant to the Uniform Commercial Code and/or documents shall be in form and substance reasonably satisfactory to Agent (acting at the direction of the Required Lenders) (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property”, whether now owned or hereafter acquired, of any Loan Party). All charges, expenses and fees Agent may incur in doing any (acting at the direction of the foregoingRequired Lenders) is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office the Notice of Grant of Security Interest in Intellectual Property substantially in the form attached hereto as Exhibit E and such other documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Loan Party in such Loan Party’s United States Patents, United Stated Trademarks and any local taxes relating theretoUnited States Copyrights. Notwithstanding anything to the contrary herein, no Loan Party shall be charged required to Borrowers’ Account as a Revolving Advance take any action under the laws of a Domestic Rate Loan any jurisdiction other than the United States (or any political subdivision thereof) and added to their territories and possessions for the Obligations, or, at purpose of perfecting the Agent’s optionLien in any Collateral of such Loan Party constituting Patents, Trademarks or Copyrights or any other assets. Notwithstanding anything else herein, Agent shall not be paid to Agent for its benefit and liable for the ratable benefit preparation, filing, recording, registration or maintenance of Lenders immediately upon demandany financing statements or any instruments, agreements or other documents.

Perfection of Security Interest. Each Borrower shall, and shall cause each Borrowing Base Party to, take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately promptly discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents in excess of $100,000 evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case subject to customary provisos and exceptions and in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, the PPSA or other Applicable Law. By its signature hereto, each Borrower hereby authorizes authorizes, and shall cause each Borrowing Base Party to authorize, Agent to file (to the extent not already filed) against Borrower and such BorrowerBorrowing Base Parties, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code Code, the PPSA or other Applicable Law in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including “all assets,” “all property” or similar phrases). All charges, costs and expenses and fees as provided for in Section 15.9 hereof that Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the constitute Obligations, orand, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately promptly upon demand.

Perfection of Security Interest. Each Borrower and each Guarantor shall take all action that may be necessary or desirablenecessary, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately promptly discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, in each case in respect of this clause (iii) having a value in excess of $100,000 individually and $1,000,000 in the aggregate, (iv) entering using commercially reasonable efforts to enter into warehousing, lockbox customs and freight agreements and other custodial arrangements satisfactory to Agent; provided that each Borrower, each Guarantor and Agent acknowledge and agree that the potential third party counterparties to such agreements cannot be forced to enter into the same, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, each applicable PPSA or other Applicable Law. By its signature hereto, each Borrower and each Guarantor hereby authorizes Agent to file against such BorrowerBorrower or Guarantor, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code and each applicable PPSA in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Borrower or Guarantor). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that Agent may requestrequest in its Permitted Discretion, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately promptly discharging all Liens other than Permitted Encumbrances, (iib) obtaining exercising commercially reasonable efforts to obtain Lien Waiver AgreementsWaiver/Access Agreements for the chief executive office of any Loan Party, (iiic) upon the request of Agent in its Permitted Discretion, delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the CollateralCollateral to the extent having a value of $500,000 or more, individually or in the aggregate, (ivd) entering into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (ve) executing and delivering financing statements, control agreementsagreements (to the extent required hereunder), instruments of pledge, mortgagesMortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law; provided however, that no Loan Party shall be required to take such actions with respect to (i) Real Property owned in fee having a value of less than $1,000,000, (ii) leasehold interests in Real Property, (iii) Excluded Accounts, (iv) motor vehicles and other assets subject to certificates of title having a value of less than $500,000 in the aggregate, (v) letter of credit rights not otherwise constituting a supporting obligation with an undrawn face amount of less than $500,000, (vi) commercial tort claims that such party has elected not to assert, (vii) chattel paper and instruments and documents evidencing or forming a part of the Collateral having a value of less than $500,000, individually or in the aggregate for all such related documents and (viii) any other assets with respect to which Agent and Borrowing Agent, acting reasonably, agree that the costs of obtaining such perfection are excessive in relation to the benefit afforded thereby to the Secured Parties. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file file, and ratifies any such filings made prior to the date hereof, against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrancesany Liens permitted under Section 7.3, (iib) obtaining Lien Waiver Agreements, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering into warehousing, lockbox lockbox, blocked account, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code and PPSA in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Borrowing Agent’s option, shall be promptly paid by the Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandAgent.

Perfection of Security Interest. Each Borrower shall take all action that -------------------------------- may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to signed by Agent instead of Borrower in accordance with Section 9-402(2) of the Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein)New York. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account Borrower's account as a Revolving Advance of a Advance, shall bear interest at the Revolving Interest Rate applicable to Domestic Rate Loan Loans, and shall be added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the CollateralCollateral (other than Excluded Personal Property and Specified Equity Interests), including, but not limited to, (i) immediately discharging all Liens on the Collateral other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements describing the Collateral pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein)Agent. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to the signed by Agent instead of Borrower in accordance with Section 9-402(2) of Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein)New York. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, Cape Town Convention or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against [PHI Group] Revolving Credit, Term Loan and Security Agreement such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that Execute and deliver to the Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations, amendments and restatements of existing documents, and any document as may be necessary if the law of any jurisdiction other than New York becomes or desirable, or that Agent may request, so as at all times is applicable to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable any portion thereof, in each case, as the Administrative Agent to protect, exercise may reasonably request) and do all such other things as the Administrative Agent may reasonably deem necessary or enforce its rights hereunder and in the Collateral, including, but not limited to, appropriate (i) immediately discharging all Liens to assure to the Administrative Agent its security interests hereunder are perfected, including (A) such financing statements (including continuation statements) or amendments thereof or supplements thereto or other than Permitted Encumbrancesinstruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and any other personal property security legislation in the appropriate state(s) or province(s), (B) with regard to Copyrights and Copyright Licenses, a Notice of Grant of Security Interest in Copyrights for filing with the United States Copyright Office in the form of Exhibit A attached hereto, (C) with regard to Patents and Patent Licenses, a Notice of Grant of Security Interest in Patents for filing with the United States Patent and Trademark Office in the form of Exhibit B attached hereto and (D) with regard to Trademarks and Trademark Licenses, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Exhibit C attached hereto, (ii) obtaining Lien Waiver Agreements, to consummate the transactions contemplated hereby and (iii) delivering to otherwise protect and assure the Administrative Agent of its rights and interests hereunder (and, if an Obligor shall fail to do any of the foregoing promptly upon the request of the Administrative Agent, endorsed or accompanied by such instruments of assignment as then the Administrative Agent may specify, and stamping or marking, in such manner as Agent may specify, execute and/or file any and all chattel paper, instruments, letters such requested documents on behalf of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements Obligor pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth attorney granted herein). All charges, expenses Each Obligor hereby authorizes the Administrative Agent to prepare and fees file such financing statements (including continuation statements) or amendments thereof or supplements thereto or other instruments as the Administrative Agent may incur from time to time deem necessary or appropriate in doing order to perfect and maintain the security interests granted hereunder in accordance with the UCC, including, without limitation, any financing statement that describes the Collateral as “all personal property” or “all assets” of such Obligor or that describes the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account Collateral in some other manner as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Administrative Agent for its benefit and for the ratable benefit of Lenders immediately upon demanddeems necessary or advisable.

Perfection of Security Interest. Each Borrower (a) Borrowers shall take all action that may be necessary or desirable, or that Agent may request, request from time to time so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens thereon other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementsusing reasonable efforts to obtain landlords', warehouse operators', bailees' or mortgagees' lien waivers or related agreements in respect of premises where any Equipment or Inventory is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all Securities, chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (v) executing (as appropriate) and delivering authorizations for the recording of financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature heretoapplicable law; (vi) using reasonable efforts to obtain acknowledgments, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent Agent, from any bailee having possession of any Collateral at any time, stating that the bailee holds such Collateral on behalf of Agent, (which statements may have a description vii) obtaining "control" of collateral which is broader than that set forth herein). All chargesany investment property, expenses and fees Agent may incur in doing any of deposit account, letter-of-credit right or electronic chattel paper (the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.term "

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that Agent may requestrequest in its Permitted Discretion, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral, to the extent it can be perfected, (with the understanding that the Collateral may be subject to Permitted Encumbrances as otherwise provided for herein) or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining using commercially reasonable efforts to obtain Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the CollateralCollateral individually or in the aggregate with all other such chattel paper, instruments, letters of credit and advise thereof not so endorsed and delivered to the Agent and so marked or stamped, evidencing more than $500,000, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to AgentAgent as determined in its Permitted Discretion, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, PPSA or other Applicable LawLaw and in the case of Intellectual Property, the recording of security agreements with the U.S. Patent and Trademark Office and the U.S. Copyright Office, as applicable; provided that no Loan Party shall be required to make any filing in connection with any Intellectual Property other than filings with (A) the United States Patent and Trademark Office, the United States Copyright Office and (B) any equivalent Governmental Bodies in other jurisdictions as reasonably required by Agent taking into account the cost of such filings and the value of the Collateral covered thereby. By its signature hereto or to any joinder hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code and/or the PPSA in form and substance satisfactory to Agent (which statements may have describe the collateral as “all assets” or a description, including a check-the-box description in the case of collateral which is broader than that set forth hereinthe PPSA, of similar import). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall shall, to the extent relating to U.S. Borrowers be charged to Borrowers’ U.S. Borrower’s Account as a U.S. Revolving Advance of a Domestic Rate Loan and added to the U.S. Obligations, to the extent relating to Canadian Borrowers be charged to Canadian Borrower’s Account as a Canadian Revolving Advance of a Canadian Prime Rate Loan and added to the Canadian Obligations, or, at Agent’s option, shall be paid paid, by U.S. Borrowers if relating to U.S. Borrowers or by Canadian Borrowers if relating to Canadian Borrowers, to Agent for its benefit and for the ratable benefit of Lenders immediately promptly upon demand.

Perfection of Security Interest. Each Borrower Borrowers shall take all action that may be necessary or reasonably desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers to the extent required by Agent (if reasonably obtainable), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instrumentsinstruments (including, without limitation, promissory notes evidencing loans from each Borrower to another Borrower, Guarantor or any other Person, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code as adopted in the State of New York or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to the signed by Agent instead of a Borrower in accordance with Section 9-402(2) of Uniform Commercial Code as adopted in form the State of New York if a Default or Event of Default has occurred and substance satisfactory is continuing, or at any other time if Agent has requested that such Borrower sign such financing statement and such Borrower has failed to Agent do so within three (which statements may have a description of collateral which is broader than that set forth herein3). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all action that such other things as the Agent may be reasonably deem necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, appropriate (i) immediately discharging all Liens to assure to the Agent its security interests hereunder, including (A) such financing statements (including renewal statements) or amendments thereof or supplements thereto or other than Permitted Encumbrancesinstruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC and (B) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 5(f) attached hereto, (ii) obtaining Lien Waiver Agreements, to consummate the transactions contemplated hereby and (iii) delivering to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Obligor agrees that the Agent may file one or more financing statements disclosing the Agent's security interest in any or all of the Collateral of such Obligor without, to the extent permitted by law, such Obligor's signature thereon, and further each Obligor also hereby irrevocably makes, constitutes and appoints the Agent, endorsed its nominee or accompanied any other person whom the Agent may designate, as such Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Agent's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document, any Letter of Credit or any Hedging Agreement shall remain outstanding, and until all of the Commitments thereunder shall have terminated. Each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than North Carolina becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of assignment as the Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel paper, instruments, letters such requested documents on behalf of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements Obligor pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth hereinattorney granted hereinabove). All chargesIf any Collateral is in the possession or control of an Obligor's agents and the Agent so requests, expenses and fees Agent may incur such Obligor agrees to notify such agents in doing any writing of the foregoingAgent's security interest therein and, upon the Agent's request, instruct them to hold all such Collateral for the Lenders' account and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added subject to the Obligations, or, at Agent’s option, shall be paid 's instructions. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Agent for its benefit and for in the ratable benefit of Lenders immediately upon demandCollateral.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining using commercially reasonable efforts to obtain Lien Waiver Agreements as Agent may reasonably request (it being understood that, in each case, notwithstanding the use of or failure to use commercially reasonable efforts to obtain any such Lien Waiver Agreements, the failure to so obtain any such Lien Waiver Agreement shall entitle the Agent to institute an appropriate rent reserve as determined in the Agent’s Permitted Discretion with respect to any such location (provided that the Loan Parties shall not be required to obtain Lien Waiver Agreements with respect to those locations of the Loan Parties identified on Schedule 4.4 at which less than One Million and 00/100 Dollars ($1,000,000.00) of Collateral is located; and provided further, however, that the aggregate amount of Collateral at locations for which a Lien Waiver Agreement has not been obtained shall not exceed Three Million and 00/100 Dollars ($3,000,000.00) in the aggregate at any time)), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox lockbox, customs and freight agreements, blocked account agreements and other custodial arrangements satisfactory to Agent, (v) to the fullest extent required under Applicable Law, ensuring that any applicable invoice or other documentary evidence with respect to any applicable Receivable contains a notice and direction to the applicable Customer in form and substance sufficient to cause the Agent’s first-priority security interest to be perfected against such Receivable, and (vvi) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, the PPSA or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code Code, the PPSA or other Applicable Law in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party); provided, however, notwithstanding the foregoing, neither the UK Borrower nor Davy Roll shall be deemed to have made any such authorization hereunder or under any applicable Other Document until the UK Availability Date. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall each take all action actions that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately promptly discharging all Liens other than Permitted Encumbrances, (iib) upon Agent’s request to Borrower made not earlier than 30 days after the Closing Date, obtaining Lien Waiver Agreementsany landlords’, bailees’ or mortgagees’ waivers, subordinations and/or access agreements related to Real Property (whether owned in fee simple or leased by Borrower or any of its Subsidiaries) located in the U.S. and not obtained as of the Closing Date, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (ve) executing and delivering financing statements, control agreements, security agreements, instruments of pledge, mortgages, notices notices, assignments and assignmentsamendments and/or modifications of any of the foregoing, this Agreement and each Other Loan Document in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code UCC or other Applicable Law. Agent is hereby authorized to file financing statements without signature in accordance with the UCC as in effect in the State of Texas or any other jurisdiction from time to time. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such Borrower, Loan Party one or more financing, financing continuation or amendment statements pursuant to the Uniform Commercial Code UCC in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, provided that the description of the Collateral described in this Agreement or the Other Documents shall be controlling as to the property or assets in which Agent has been granted a Lien). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower’s Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately promptly upon demand.

Perfection of Security Interest. Each Borrower shall take Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all action that such other things as the Administrative Agent may be reasonably deem necessary or desirableappropriate (i) to assure to the Administrative Agent its security interests hereunder, including (A) such financing statements (including renewal statements) or that amendments thereof or supplements thereto or other instruments as the Administrative Agent may request, so as at all times from time to time reasonably request in order to perfect and maintain the validitysecurity interests granted hereunder in accordance with the UCC, perfection(B) with regard to Copyrights, enforceability a Notice of Grant of Security Interest in Copyrights in the form of Schedule 6(f)(i) attached hereto, (C) with regard to Patents, a Notice of Grant of Security Interest in Patents for filing with the United, States Patent and priority Trademark Office in the form of Schedule 6(f)(ii) attached hereto and (D) with regard to Trademarks, a Notice of Grant of Security Interest in Trademarks for filing with the United States Patent and Trademark Office in the form of Schedule 6(f)(iii) attached hereto, (ii) to consummate the transactions contemplated hereby and (iii) to otherwise protect and assure the Administrative Agent of its rights and interests hereunder. To that end, each Loan Party agrees that the Administrative Agent may file one or more financing statements disclosing the Administrative Agent’s security interest in and Lien on any or all of the Collateral of such Loan Party without, to the extent permitted by law, such Loan Party’s signature thereon, and further each Loan Party also hereby irrevocably makes, constitutes and appoints the Administrative Agent, its nominee, or any other person whom the Administrative Agent may designate, as such Loan Party’s attorney in fact with full power and for the limited purpose to sign in the name of such Loan Party on any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Administrative Agent’s reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Credit Agreement is in effect or any amounts payable thereunder or under any other Loan Document, any Letter of Credit or any Hedging Agreement or any Loan shall remain outstanding, and until all of the Commitments thereunder shall have terminated. Each Loan Party hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Loan Party wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than Georgia becomes or is applicable to the Collateral of any Loan Party or any part thereof, or to enable any of the Secured Obligations, such Loan Party agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary or appropriate to protectpreserve, exercise or protect and enforce its rights hereunder and in the Collateralsecurity interests of the Administrative Agent under the law of such other jurisdiction (and, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering if a Loan Party shall fail to do so promptly upon the request of the Administrative Agent, endorsed or accompanied by such instruments of assignment as then the Administrative Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel paper, instruments, letters such requested documents on behalf of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements Loan Party pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth hereinattorney granted hereinabove). All chargesIf any Collateral is in the possession or control of a Loan Party’s agent and the Administrative Agent so requests, expenses such Loan Party shall use commercially reasonable efforts to obtain such Landlord Waivers and fees Agent may incur in doing any of the foregoingBailee’s Letters as, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligationsextent, or, at Agent’s option, shall be paid to Agent for its benefit and for required of Borrowers under the ratable benefit of Lenders immediately upon demandCredit Agreement.

Perfection of Security Interest. Each Borrower Subject to Section 7.11(a), each Credit Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately promptly discharging all Liens other than Permitted Encumbrances, (ii) obtaining using commercially reasonable efforts to obtain Lien Waiver AgreementsAgreements in respect of any Collateral constituting Eligible Inventory (unless otherwise permitted by the definition of “Eligible Inventory”), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof (x) instruments and documents evidencing or forming a part of the Collateral, in each case, in excess of $250,000 individually or in the aggregate and (y) chattel paper, (iv) entering using commercially reasonable efforts to enter into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code Code, PPSA or other Applicable Law, but specifically excluding any required perfection steps with respect to any Collateral subject to a certificate of title statute prior to Agent’s request during the existence of an Event of Default. By its signature hereto, each Borrower Credit Party hereby authorizes Agent to file against such BorrowerCredit Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code or PPSA in form and substance satisfactory to Agent (which statements may have a description of collateral describing such collateral as “all assets” “all property” or similar language which is may be broader than that set forth herein). All To the extent reimbursable by the Borrowers pursuant to Section 17.9, all reasonable (other than relating to Agent’s enforcement of its rights hereunder and in the Collateral) charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account Account, as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by the applicable Credit Party to Agent for its benefit and for the ratable benefit of Lenders immediately promptly upon demand.

Perfection of Security Interest. Each Borrower shall take Execute and deliver to the Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Agent may reasonably request) and do all action that such other things as the Agent may be reasonably deem necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, appropriate (i) immediately discharging all Liens to assure to the Agent its security interests hereunder, including such financing statements (including renewal statements) or amendments thereof or supplements thereto or other than Permitted Encumbrancesinstruments as the Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in 159 141 accordance with the UCC, (ii) obtaining Lien Waiver Agreements, to consummate the transactions contemplated hereby and (iii) delivering to otherwise protect and assure the Agent of its rights and interests hereunder. To that end, each Obligor agrees that the Agent may file one or more financing statements disclosing the Agent's security interest in any or all of the Collateral of such Obligor without, to the extent permitted by law, such Obligor's signature thereon, and further each Obligor also hereby irrevocably makes, constitutes and appoints the Agent, endorsed its nominee or accompanied any other person whom the Agent may designate, as such Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Agent's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document, any Letter of Credit or any Hedging Agreement between any Obligor and any Lender, or any Affiliate of a Lender, shall remain outstanding, and until all of the Commitments thereunder shall have terminated. Each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Agent without notice thereof to such Obligor wherever the Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than New York becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of assignment as the Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Agent, then the Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel paper, instruments, letters such requested documents on behalf of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements Obligor pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth hereinattorney granted hereinabove). All chargesIf any Collateral is in the possession or control of an Obligor's agents and the Agent so requests, expenses and fees Agent may incur such Obligor agrees to notify such agents in doing any writing of the foregoingAgent's security interest therein and, upon the Agent's request, instruct them to hold all such Collateral for the Lenders' account and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added subject to the Obligations, or, at Agent’s option, shall be paid 's instructions. Each Obligor agrees to mark xxx books and records to reflect the security interest of the Agent for its benefit and for in the ratable benefit of Lenders immediately upon demandCollateral.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. Agent is hereby authorized to file financing statements signed by Agent instead of the applicable Borrower in accordance with the Uniform Commercial Code. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be reasonably necessary or desirable, or that Agent may reasonably request, so as in order to maintain at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent and Lenders to protect, exercise or enforce its their rights hereunder and in the Collateral, including, but not limited to, including (i) immediately discharging all Liens other than Permitted EncumbrancesLiens, (ii) obtaining Lien Waiver AgreementsCollateral Access Agreements in accordance with Section 6.16, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, and (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and and/or delivering financing statements, control agreements, instruments of pledge, mortgages, notices notices, assignments and assignmentsother documents, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Each Loan Party hereby authorizes the filing of any financing statements or continuation statements, and amendments to financing statements or any similar document in any applicable jurisdictions and with any filing offices as Agent may determine are necessary or advisable to file against such Borrower, one or more financing, continuation or amendment statements pursuant to perfect the Uniform Commercial Code in form and substance satisfactory security interest granted to Agent (which for its benefit and the benefit of each Lender herein. Such financing statements may have describe the Collateral in the same manner as described herein or may contain an indication or a description of collateral which that describes such property in any other manner as Agent may determine is broader than that set forth necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Agent for its benefit and the benefit of each Lender herein). , including describing such property as “all assets” or “all personal property, whether now owned or hereafter acquired.” All actual, out-of-pocket charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by each Loan Party to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent Lender may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s Lender's security interest in and Lien on the Collateral or to enable Agent Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers, (iii) delivering to AgentLender, endorsed or accompanied by such instruments of assignment as Agent Lender may specify, and stamping or marking, in such manner as Agent Lender may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to AgentLender, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to AgentLender, relating to the creation, validity, perfection, maintenance or continuation of Agent’s Lender's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Lender is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to signed by Lender instead of Borrower in accordance with Section 9-402(2) of the Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein)New York. All charges, expenses and fees Agent Lender may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower's Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s Lender's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders Lender immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, to (i) immediately discharging all Liens other than Permitted EncumbrancesLiens, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to the signed by Agent instead of Borrower in accordance with Section 9-402(2) of Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein)New York. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower's Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver AgreementsAgreements for Borrowers’ chief executive offices, locations where books and records regarding Receivables are kept or other business locations of Borrowers at which a material portion of the Collateral is located, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the CollateralCollateral (provided that, prior to the Term Debt Obligations Payment Date, Borrowers may, and shall be deemed to be in compliance with the provision of this clause (iii) if Borrowers shall, deliver any such Collateral consisting of Term Debt Priority Collateral otherwise covered by this clause (iii) to Term Debt Agent to the extent required by and in accordance with such terms and conditions of the Term Debt Documents), (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of collateral as “all assets’ and/or “all personal property” of any Borrower). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower's Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirablenecessary, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority (subject to clauses (c), (g), (l), (m), (n), (o), or (r) of the definition of Permitted Encumbrances) of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementsusing commercially reasonable efforts to obtain landlords' or mortgagees' lien waivers, provided, however, that in the event Borrower fails to obtain such waivers in form and substance satisfactory to Agent, Agent shall have the right to establish reserves against borrowing availability under Section 2.1 hereof, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the CollateralCollateral (other than checks and other instruments for deposit unless required to do so under Section 4.15(d) hereof), (iv) entering into warehousing, lockbox warehousing and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to signed by Agent instead of Borrower in accordance with Section 9-402(2) of the Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein)New York. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower's Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall shall, at Lender’s request, take all action that may be necessary or desirable, or that Agent may request, desirable so as at all times to maintain the validity, perfection, enforceability and priority of AgentLender’s security interest in and Lien on the Collateral or to enable Agent Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens on the Collateral other than Permitted EncumbrancesLender’s security interest, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (ivb) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to AgentLender, and (vc) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to AgentLender, relating to the creation, validity, perfection, maintenance or continuation of AgentLender’s security interest and Lien under the Uniform Commercial Code UCC or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent Lender to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code UCC in form and substance satisfactory to Agent (which statements may have a Lender, on the condition that the description of the collateral which in any such statement only is broader than that limited to only the Collateral. Subject to any expense limitation set forth herein). All in Section 13.9, all charges, expenses and fees Agent Lender may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower’s Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at AgentLender’s option, shall be paid by Borrower to Agent for its benefit and for the ratable benefit of Lenders Lender immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately promptly discharging all Liens other than Permitted Encumbrances, (ii) obtaining using commercially reasonable efforts to obtain Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, except, so long as no Default or Event of Default has occurred and is continuing, for such chattel paper, instruments, letters of credit and related documents having an aggregate value for all such items of less than $250,000, (iv) entering into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements pursuant to this Agreement in form and substance reasonably satisfactory to Agent, and (v) executing and delivering financing statements, control agreementsagreements (to the extent required hereunder), instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all ------------------------------- action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) maintaining the effectiveness of the Lien Waiver Agreements for the Denver facility and obtaining Lien Waiver AgreementsAgreements for any additional leased location where the book value of Inventory (other than Aircraft) located at such location is greater than $100,000 in the aggregate (provided, however, that if Borrowers are unable to obtain any such waiver, -------- ------- Agent may take a six month rent reserve in the calculation of the Formula Amount for each such location and Borrowers' failure to obtain such Lien Waiver Agreements shall not constitute an Event of Default), (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or desirable and that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or and to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, to (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to the signed by Agent instead of Borrower in accordance with Section 9-402(2) of Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein)New York. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower's Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien in and to the Collateral under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirabledesirable in Agent’s reasonable discretion, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, if reasonably requested by Agent (i) immediately promptly discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may reasonably specify, and stamping or marking, in such manner as Agent may reasonably specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable LawLaw in the Collateral. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Borrowers shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Law. Agent is hereby authorized to file financing statements in accordance with the Uniform Commercial Code as required by Applicable Law from time to time. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, Borrower one or more financing, financing continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth hereinherein and which may describe the Collateral as "all assets" or "all personal property"). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that Agent the Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agentthe Lender’s security interest in and Lien on the Collateral or to enable Agent the Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, including (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) obtaining Lien Waiver Agreementsusing commercially reasonable efforts to obtain such Waivers as the Lender may request, (iiic) delivering to Agentthe Lender, endorsed or accompanied by such instruments of assignment as Agent the Lender may specify, specify and stamping or marking, marking in such manner as Agent the Lender may specify, the 2013 Equity Interest Issuance Note, any and all other promissory notes that may hereafter from time to time be payable to any Loan Party, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agentthe Lender, and (ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form inform and substance satisfactory to Agentthe. Lender, relating to the creation, validity, perfection, maintenance or continuation of Agentthe Lender’s security interest and Lien in Collateral under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent the Lender to file against such BorrowerLoan Party, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code Code, to perfect Liens securing the Secured Obligations in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein)the Lender. All charges, expenses and fees Agent the Lender may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ the Loan Account as a Revolving Advance Loan of a Domestic Base Rate Loan and added to the Obligations, or, at Agentthe Lender’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders Lender immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iviii) entering into warehousing, lockbox lock box and other custodial arrangements satisfactory to Agent, and (viv) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to signed by Agent instead of Borrower in accordance with Section 9-402(2) of the Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein)the applicable state or states. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) obtaining Lien Waiver Agreementsusing commercially reasonable efforts to obtain landlords' or mortgagees' lien waivers with respect to Real Property where Inventory having a value of $500,000 or more is located, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (ve) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. Agent is hereby authorized to file financing statements signed by Agent instead of Borrower in accordance with the Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania from time to time. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower No later than 20 days after the Closing, the Company shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain execute a security agreement (the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on "Security Agreement") for the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part benefit of the Collateral, (iv) entering into warehousing, lockbox Investor to perfect the security interests thereunder. The Security Agreement shall secure all of the Company's obligations to the Investor under this Agreement and other custodial arrangements satisfactory to Agent, shall pledge all of the Company's assets and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case shall be in form and substance satisfactory to Agentthe Investor in its sole discretion; provided, relating however, that the Company may, subject to the creationlimitations on indebtedness set forth on Section 4.9 of this Agreement, validity, perfection, maintenance encumber or continuation of Agent’s security interest pledge its accounts receivable [as amended] its accounts receivable and/or other assets appropriate for securitization in an asset-based financing in connection with a receivables and/or other asset-based financing (a "Receivables Financing") and Lien the Company may encumber or pledge its assets in connection with indebtedness incurred under a commercial bank facility (the "Bank Debt") in which the obligations under the Uniform Commercial Code Bank Debt may be secured by any or other Applicable Lawall of the assets of the Company and shall be senior to the Investor's security interests. By If the Company does incur Bank Debt or arranges a Receivables Financing, the Investor shall cooperate with requests of lenders providing the Bank Debt or the Receivables Financing and shall enter into such lenders' standard intercreditor agreement to subordinate, to the extent permitted by Section 4.9, the Investor's security interests in the assets of the Company to the senior interests of the lenders providing the Bank Debt and/or the Receivables Financing; provided, however, that the Investor shall not be required to consent to any provision that would limit or restrict its signature heretoright to receive payments under this Agreement. In the event that the security interests under the Security Agreement are not perfected as specified in this Section 4.10 within 20 days following the Closing Date, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements failure shall be deemed a default under this Agreement and the Company may not incur any indebtedness pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description Section 4.9 of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demandthis Agreement.

Perfection of Security Interest. Each Borrower Credit Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to the signed by Agent instead of Credit Party in accordance with Section 9-402(2) of Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein)New York. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent in its discretion exercised in a commercially reasonable manner may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. Agent is hereby authorized to file financing statements signed by Agent instead of Borrower in accordance with the Uniform Commercial Code as adopted in the State of Illinois from time to time. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, financing continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein)Agent. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower's Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords’ or mortgagees’ lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. Agent is hereby authorized to file financing statements signed by Agent instead of Borrower in accordance with the Uniform Commercial Code as adopted in the State of New York from time to time. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth hereinstates “all assets” or other similar language). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver AgreementsAgreements from the applicable landlords, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance reasonably satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may reasonably incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Credit Party shall take all action that may be necessary or desirablenecessary, or that the Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of the Agent’s 's security interest in and Lien on the Collateral or to enable the Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementsusing commercially reasonable efforts to obtain landlords' or mortgagees' lien waivers from landlords or mortgagees with respect to all Premises leased or owned by such Credit Party (and subject to mortgage), (iii) delivering to the Agent, endorsed or accompanied by such instruments of assignment as the Agent may specify, and stamping or marking, in such manner as the Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory acceptable to Agentthe Agent in its sole discretion including the Blocked Account Agreements, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory acceptable to Agentthe Agent in its sole discretion, relating to the creation, validity, perfection, maintenance or continuation of the Agent’s 's security interest and Lien under the Uniform Commercial Code Code, and with respect to Collateral in which a security interest may not be perfected by filing a financing statement in accordance with the Uniform Commercial Code, by appropriate filings and/or registrations with or in appropriate governmental offices or by appropriate filings with the United States Patent and Trademark Office or the United States Copyright Office and (vi) taking such further similar action as Agent shall reasonably request. Each Credit Party authorizes the filing of any financing statements or continuation statements, and amendments to financing statements or any similar document in any Applicable Jurisdiction and with any filing offices as Agent may reasonably determine are necessary or advisable to perfect the security interest granted to the Agent under Section 4.1. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other Applicable Lawmanner as Agent shall reasonably determine is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to Agent herein, including, without limitation, describing such property as "all assets" or "all personal property, whether now owned or hereafter required. By its signature hereto, each Borrower Each Credit Party also hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant chattel mortgages with respect to Aircraft-Related Collateral. Each Credit Party agrees that it shall execute collateral assignments of leases relating to Aircraft Related Collateral owned by the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein)Evergreen Aircraft Trust. All charges, expenses and fees the Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added paid to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand. The Credit Parties agree to effect the termination of all Liens set forth on Schedule 1.2(n) within thirty (30) days after Closing.

Perfection of Security Interest. Each (a) Borrower shall take all action that may be necessary or desirable, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, investment property, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iviii) entering into warehousing, lockbox and other custodial arrangements reasonably satisfactory to Agent, and (viv) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance reasonably satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under Lien. Agent is hereby authorized to file financing statements or such other documents, agreements or instruments as necessary in accordance with the Uniform Commercial Code or such other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, Borrower one or more financing, financing continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth hereinherein and which may describe the Collateral as “all assets” or “all personal property”). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower’s Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Administrative Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Administrative Agent’s security interest in and Lien lien on the Collateral or to enable Administrative Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords’ or mortgagees’ lien waivers, (iii) delivering to Administrative Agent, endorsed or accompanied by such instruments of assignment as Administrative Agent may specify, and stamping or marking, in such manner as Administrative Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) delivering to Administrative Agent, such lien, judgment, litigation and bankruptcy searches as Administrative Agent shall request, (v) entering into warehousing, lockbox and other custodial arrangements satisfactory to Administrative Agent, and (vvi) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Administrative Agent, relating to the creation, validity, perfection, maintenance or continuation of Administrative Agent’s security interest and Lien lien under the Uniform Commercial Code or other Applicable Law, (vii) delivering to Administrative Agent within forty-five (45) days after the Closing Date, such UCC lien searches as requested by Administrative Agent, which lien searches shall have been conducted as of a date no more than fifteen (15) days after the Closing Date, and which lien searches shall show no Liens other than Permitted Encumbrances, and (viii) following the occurrence and during the continuance of a Default or an Event of Default, deliver to Administrative Agent, such lien, bankruptcy and litigation searches as Administrative Agent shall request. Administrative Agent is hereby authorized to file financing statements signed by Administrative Agent instead of Borrower in accordance with the Uniform Commercial Code. By its signature hereto, each Borrower hereby authorizes Administrative Agent to file against such Borrower, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Administrative Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Administrative Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Administrative Agent’s option, shall be paid to Administrative Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirablenecessary, or that Agent may reasonably request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining using commercially reasonable efforts to obtain Lien Waiver Agreements, (iii) if an Event of Default exists delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) if an Event of Default or Trigger Event exists entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of 77 pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid by Borrowers to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand. Notwithstanding anything to the contrary contained herein, unless the Agent, in the exercise of its commercially reasonable judgement, shall have requested a Loan Party to do so, no such Loan Party shall be required to take any actions in a foreign jurisdiction to perfect the pledge of any Subsidiary Stock issued to such Loan Party.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower’s Account as a Revolving Advance of a accruing interest at the interest rate for Domestic Rate Loan Advances and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementssuch lien waiver agreements as Agent shall reasonably request, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein)Agent. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreements, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Borrower's Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.. Without limiting the generality of the foregoing, Borrower represents and warrants that Borrower's obligations to IBM Credit Corporation with respect to the following financing statement have been satisfied and Borrower agrees to cause such financing statement to be duly terminated within 45 days of the date hereof: no. 200016060526 filed on May 31, 2000 with the Office of the California Secretary of State

Perfection of Security Interest. Each Borrower shall take Execute and deliver to the Administrative Agent such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all action that such other things as the Administrative Agent may be reasonably deem necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, appropriate (i) immediately discharging all Liens to assure to the Administrative Agent the Collateral Agent's security interests hereunder, including (A) such financing statements (including renewal statements) or amendments thereof or supplements thereto or other than Permitted Encumbrancesinstruments as the Administrative Agent may from time to time reasonably request in order to perfect and maintain the security interests granted hereunder in accordance with the UCC, (ii) obtaining Lien Waiver Agreements, to consummate the transactions contemplated hereby and (iii) delivering to otherwise protect and assure the Administrative Agent of the Collateral Agent's rights and interests hereunder. To that end, each Obligor agrees that the Administrative Agent may file one or more financing statements disclosing the Collateral Agent's security interest in any or all of the Collateral of such Obligor without, to the extent permitted by law, such Obligor's signature thereon, and further each Obligor also hereby irrevocably makes, constitutes and appoints the Administrative Agent, endorsed its nominee or accompanied any other person whom the Administrative Agent may designate, as such Obligor's attorney in fact with full power and for the limited purpose to sign in the name of such Obligor any such financing statements, or amendments and supplements to financing statements, renewal financing statements, notices or any similar documents which in the Administrative Agent's reasonable discretion would be necessary, appropriate or convenient in order to perfect and maintain perfection of the security interests granted hereunder, such power, being coupled with an interest, being and remaining irrevocable so long as the Credit Agreement is in effect or any amounts payable thereunder or under any other Credit Document or any Letter of Credit shall remain outstanding, and until all of the Commitments thereunder shall have terminated. Each Obligor hereby agrees that a carbon, photographic or other reproduction of this Security Agreement or any such financing statement is sufficient for filing as a financing statement by the Administrative Agent without notice thereof to such Obligor wherever the Administrative Agent may in its sole discretion desire to file the same. In the event for any reason the law of any jurisdiction other than North Carolina becomes or is applicable to the Collateral of any Obligor or any part thereof, or to any of the Secured Obligations, such Obligor agrees to execute and deliver all such instruments and to do all such other things as the Administrative Agent in its sole discretion reasonably deems necessary or appropriate to preserve, protect and enforce the security interests of assignment as the Collateral Agent under the law of such other jurisdiction (and, if an Obligor shall fail to do so promptly upon the request of the Administrative Agent, then the Administrative Agent may specify, and stamping or marking, in such manner as Agent may specify, execute any and all chattel paper, instruments, letters such requested documents on behalf of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Law. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation or amendment statements Obligor pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description power of collateral which is broader than that set forth hereinattorney granted hereinabove). All chargesIf any Collateral is in the possession or control of an Obligor's agents and the Administrative Agent so requests, expenses and fees Agent may incur such Obligor agrees to notify such agents in doing any writing of the foregoingCollateral Agent's security interest therein and, upon the Administration Agent's request, instruct them to hold all such Collateral for the Lenders' account and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added subject to the Obligations, or, at Administrative Agent’s option, shall be paid 's instructions. Each Obligor agrees to xxxx its books and records to reflect the security interest of the Collateral Agent for its benefit and for in the ratable benefit of Lenders immediately upon demandCollateral.

Perfection of Security Interest. Each Borrower shall take all action ------------------------------- that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s 's security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords' or mortgagees' lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s 's security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. By its signature hereto, each Borrower Agent is hereby authorizes Agent authorized to file against such Borrower, one or more financing, continuation or amendment financing statements pursuant to the signed by Agent instead of Borrower in accordance with Section 9-402(2) of Uniform Commercial Code as adopted in form and substance satisfactory to Agent (which statements may have a description the State of collateral which is broader than that set forth herein)New Jersey. All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ ' Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s 's option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementslandlords’ or mortgagees’ lien waivers, (iii) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agent, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable Lawapplicable law. Agent is hereby authorized to file financing statements signed by Agent instead of Borrower in accordance with the Uniform Commercial Code as adopted in the State of Colorado from time to time. By its signature hereto, each Borrower hereby authorizes Agent to file against such Borrower, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, shall be paid to Agent for its benefit and for the ratable benefit of Lenders immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that Agent the Lender may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s the Lender's security interest in and Lien on the Collateral or to enable Agent the Lender to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (i) immediately discharging all Liens other than Permitted Encumbrances, (ii) obtaining Lien Waiver Agreementsusing commercially reasonable efforts to obtain applicable Waivers, as the Lender may reasonably request, (iii) delivering to Agentthe Lender, endorsed or accompanied by such instruments of assignment as Agent the Lender may specify, and stamping or marking, in such manner as Agent the Lender may specify, any and all chattel paper, instruments, letters of credits and advices thereof and documents evidencing or forming a part of the Collateral, (iv) entering into warehousing, lockbox and other custodial arrangements satisfactory to Agentthe Lender as and to the extent required hereunder, and (v) executing and delivering financing statements, control agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agentthe Lender, relating to the creation, validity, perfection, maintenance or continuation of Agent’s the Lender's security interest and Lien in Collateral under the Uniform Commercial Code or other Applicable Lawapplicable law. The Lender is hereby authorized to file financing statements in accordance with the Uniform Commercial Code from time to time. By its signature hereto, each Borrower Loan Party hereby authorizes Agent the Lender to file against such BorrowerLoan Party, one or more financing, continuation continuation, or amendment statements pursuant to the Uniform Commercial Code to perfect Liens securing Obligations arising hereunder in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein)the Lender. All charges, expenses and fees Agent the Lender may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ the Loan Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s the Lender's option, shall be paid to Agent for its benefit and the Lender for the ratable benefit of Lenders the Issuer and the Lender immediately upon demand.

Perfection of Security Interest. Each Borrower Loan Party shall take all action that may be necessary or desirable, or that Agent may request, so as at all times to maintain the validity, perfection, enforceability and priority of Agent’s security interest in and Lien on the Collateral or to enable Agent to protect, exercise or enforce its rights hereunder and in the Collateral, including, but not limited to, (ia) immediately discharging all Liens other than Permitted Encumbrances, (iib) obtaining Lien Waiver Agreements, (iiic) delivering to Agent, endorsed or accompanied by such instruments of assignment as Agent may specify, and stamping or marking, in such manner as Agent may specify, any and all chattel paper, instruments, letters of credits credit and advices thereof and documents evidencing or forming a part of the Collateral, (ivd) entering into warehousing, lockbox lockbox, customs and freight agreements and other custodial arrangements satisfactory to Agent, and (ve) executing and delivering financing statements, control agreementsControl Agreements, instruments of pledge, mortgages, notices and assignments, in each case in form and substance satisfactory to Agent, relating to the creation, validity, perfection, maintenance or continuation of Agent’s security interest and Lien under the Uniform Commercial Code or other Applicable LawLaw (including without limitation as to each Real Property owned by any Loan Party that does not constitute Excluded Property: (i) execution and delivery of a Mortgage in form and substance reasonably acceptable to Agent in its reasonable discretion, (ii) providing to Agent a mortgagee title insurance policy (in standard ALTA form, issued by a title insurance company satisfactory to Agent in its reasonable discretion, in an amount equal to not less than the purchase price of such Real Property) insuring such Mortgage to create a valid Lien on such Real Property with no exceptions which Agent shall not have approved in writing in its discretion (it being understood that Agent shall not approve any exceptions with respect to any Lien that is not a Permitted Encumbrance) and no survey exception, (iii) provide to Agent such customary legal opinions regarding such Mortgage (including customary opinions as to such Mortgage under the laws of the jurisdiction in which the applicable real estate is located) as Agent may reasonably require in its reasonable discretion, and (iv) if requested by Agent, providing to Agent a copy of a customary survey of such Real Property reasonably satisfactory to Agent in its reasonable discretion). By its signature hereto, each Borrower Loan Party hereby authorizes Agent to file file, and ratifies any such filings made prior to the date hereof, against such BorrowerLoan Party, one or more financing, continuation or amendment statements pursuant to the Uniform Commercial Code in form and substance satisfactory to Agent (which statements may have a description of collateral which is broader than that set forth herein, including without limitation a description of Collateral as “all assets” and/or “all personal property” of any Loan Party). All charges, expenses and fees Agent may incur in doing any of the foregoing, and any local taxes relating thereto, shall be charged to Borrowers’ Account as a Revolving Advance of a Domestic Rate Loan and added to the Obligations, or, at Agent’s option, thereto shall be paid by Loan Parties to Agent for its benefit and for the ratable benefit of Lenders Cash Collateral Providers immediately upon demand.